BROWN SHOE COMPANY, INC.

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

 

A. Name

There shall be a committee of the Board which shall be called the Governance and Nominating Committee.

 

B. Purpose

The Governance and Nominating Committee shall (1) identify individuals qualified to become Board members, consistent with criteria approved by the Board, and recommend that the Board select the director nominees for election to the Board; (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; and (3) oversee the evaluation of the Board and management of the Company.

 

C. Committee Membership

The Governance and Nominating Committee shall consist of no fewer than three members. Each member of the Governance and Nominating Committee shall satisfy the independence requirements of the New York Stock Exchange. The Board shall appoint the members of the Governance and Nominating Committee, considering the recommendation of the Governance and Nominating Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Governance and Nominating Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Governance and Nominating Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the New York Stock Exchange.

 

D. Authority, Duties and Responsibilities

The Governance and Nominating Committee shall:

The Governance and Nominating Committee may form and delegate authority to subcommittees when appropriate. Except as expressly provided in this Charter, the Bylaws of the Company or the Corporate Governance Guidelines of the Company, the Governance and Nominating Committee shall fix its own rules of procedure.